INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2009 by and between MEDIDATA SOLUTIONS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
MEDIDATA SOLUTIONS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 12, 2013 1.00% Convertible Senior Notes due 2018Indenture • August 12th, 2013 • Medidata Solutions, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of August 12, 2013, between MEDIDATA SOLUTIONS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
CREDIT AGREEMENTCredit Agreement • December 28th, 2017 • Medidata Solutions, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of December 21, 2017, among MEDIDATA SOLUTIONS, INC., a corporation organized under the laws of Delaware (the “Borrower”), the Lenders that are from time to time parties hereto, and HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Issuing Bank.
Medidata Solutions, Inc. Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • June 3rd, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
Medidata Solutions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares and, at the election of the Underwriters, up to additional shares of Common Stock, par value $0.01 per share (“Stock”), of the Company and the stockholders of the Company named in Schedule IV hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. Citigroup Global Ma
AGREEMENT AND PLAN OF MERGER by and among DASSAULT SYSTÈMES SE, DASSAULT SYSTÈMES AMERICAS CORP., 3DS ACQUISITION 6 CORP. and MEDIDATA SOLUTIONS, INC. Dated as of June 11, 2019Agreement and Plan of Merger • June 13th, 2019 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 11, 2019 by and among Dassault Systèmes SE, a societas Europea (European company) organized under the laws of France (“Guarantor”), Dassault Systèmes Americas Corp., a Delaware corporation (“Parent”), 3DS Acquisition 6 Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Medidata Solutions, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Guarantor, Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
AGREEMENT OF LEASE between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, Landlord and MEDIDATA SOLUTIONS, INC., A Delaware Corporation TenantAgreement of Lease • October 23rd, 2012 • Medidata Solutions, Inc. • Services-prepackaged software • New York
AGREEMENT OF LEASE, made as of the 19th day of October 2012 (this “Lease”), between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and MEDIDATA SOLUTIONS, INC., a Delaware Corporation, having an address at 79 Fifth Avenue, 8th Floor, New York, New York 10003 (“Tenant”).
Medidata Solutions, Inc. Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • November 20th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule IV hereto (the “Selling Stockholders”) of Medidata Solutions, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of . . . . . . . shares (the “Firm Shares”) and, at the election of the Underwriters, up to . . . . . . . additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as the “Lead Managers” in connection with the offering and sale of the Shares contemplated herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 13th, 2019 • Medidata Solutions, Inc. • Services-prepackaged software • New York
This Executive Employment Agreement (this “Agreement”), dated as of June 11, 2019, by and between Dassault Systèmes SE, a societas Europaea (European company) organized under the laws of France (“Dassault Systèmes”), Medidata Solutions, Inc., a Delaware corporation (the “Company”), and Glen de Vries (the “Executive”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) MEDIDATA SOLUTIONS, INC., a Delaware corporation with offices located at 79 Fifth Avenue, 8th Floor, New York, New York 10003 and MEDIDATA FT, INC. (formerly known as Fast Track Systems, Inc.), a California corporation with offices located at 20 Ash Street, Suite 330, Conshohocken, Pennsylvania 19428 (individually and collectively, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MEDIDATA SOLUTIONS, INC. 2018 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 4th, 2018 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT is made as of February 20th, 2018, by and between MEDIDATA SOLUTIONS, INC. (the “Company”), and [PARTICIPANT] (the “Participant”).
MEDIDATA SOLUTIONS, INC. EXECUTIVE CHANGE IN CONTROL AGREEMENT WITH [EXECUTIVE]Control Agreement • July 8th, 2014 • Medidata Solutions, Inc. • Services-prepackaged software • New York
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • November 3rd, 2017 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
AGREEMENT made as of the [DAY] day of [MONTH], 2017, by and between MEDIDATA SOLUTIONS, INC. (the “Company”), and [PARTICIPANT] (the “Participant”).
MEDIDATA SOLUTIONS, INC. 2016 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTMedidata Solutions • May 9th, 2016 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of February 13, 2008 among MEDIDATA SOLUTIONS, INC. FT ACQUISITION CORP. FAST TRACK SYSTEMS, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLCAgreement and Plan of Merger • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2008, among MEDIDATA SOLUTIONS, INC., a Delaware corporation (the “Purchaser”), FT ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), FAST TRACK SYSTEMS, INC., a California corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, in its capacity as shareholder representative (the “Shareholder Representative”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • June 13th, 2019 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into as of June 11, 2019 by and between Dassault Systèmes Americas Corp., a Delaware corporation (“Parent”), on the one hand, and the undersigned shareholder (the “Shareholder”) of Medidata Solutions, Inc., a Delaware corporation (the “Company”), on the other hand.
May 13, 2015 Cory Douglas c/o Medidata Solutions, Inc. New York, NY 10014 Dear Cory,Medidata Solutions, Inc. • May 14th, 2015 • Services-prepackaged software • New York
This Letter Agreement incorporating the annexed General Release (collectively sometimes referred to as the “Agreement”) contains the terms and conditions applicable to your separation from employment with Medidata Solutions, Inc. or any applicable subsidiary thereof (the “Company”) and is in full settlement of all claims you now have or may have against the Company as more fully set forth in the General Release and except as otherwise provided in the Agreement.
MEDIDATA SOLUTIONS, INC. AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • August 15th, 2016 • Medidata Solutions, Inc. • Services-prepackaged software • New York
FORM OF LETTER AGREEMENTLetter Agreement • June 13th, 2019 • Medidata Solutions, Inc. • Services-prepackaged software • New York
This Letter Agreement (this “Agreement”), dated as of [●], 2019, is by and between Dassault Systèmes SE, a societas Europaea (European company) organized under the laws of France (“Dassault Systèmes”), Dassault Systèmes Americas Corp., a Delaware corporation and wholly owned subsidiary of Dassault Systèmes (“DSAC”), Medidata Solutions, Inc., a Delaware corporation (the “Company”), and [●] (the “Executive”).
Amendment No. 1 to Executive Change in Control AgreementControl Agreement • March 5th, 2012 • Medidata Solutions, Inc. • Services-prepackaged software
This Amendment No. 1 to the Executive Change in Control Agreement (the “Agreement”), dated as of [ ] by and between MEDIDATA SOLUTIONS, INC (the “Company”) and [ ] (the “Executive”) is effective as of March 1, 2012 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 14th day of March, 2008, by and among Medidata Solutions, Inc., a Delaware corporation (together with any successor thereto, “Medidata”), and Shareholder Representative Services LLC, as representative (the “Shareholder Representative”) of the former holders of shares of capital stock of Fast Track Systems, Inc., a California corporation (“Fast Track”). Terms not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
OFFICE LEASE AGREEMENTOffice Lease Agreement • March 23rd, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Texas
December 20, 2017Letter Agreement • February 28th, 2018 • Medidata Solutions, Inc. • Services-prepackaged software • New York
This Letter Agreement incorporating the annexed General Release (collectively sometimes referred to as the “Agreement”) contains the terms and conditions applicable to your separation from employment with Medidata Solutions, Inc. or any applicable subsidiary thereof (the “Company”) and is in full settlement of all claims you now have or may have against the Company as more fully set forth in the General Release and except as otherwise provided in the Agreement.
MEDIDATA SOLUTIONS, INC. EXECUTIVE CHANGE IN CONTROL AGREEMENT WITH [NAME OF EXECUTIVE]Change in Control Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
The Rector, Church-Wardens and Vestrymen of Trinity Church in the City of New York 75 Varick Street, 2nd Floor New York, New York 10013Medidata Solutions, Inc. • February 25th, 2014 • Services-prepackaged software
Re: Agreement of Lease, made as of the 19th day of October 2012 (this “Lease”), between The Rector, Church-Wardens and Vestrymen of Trinity Church in the City of New York (“Landlord”), and Medidata Solutions, Inc. (“Tenant”), for the entire 7th, 8th and 9th floors (the “Premises”) in the building located at 350 Hudson Street, New York, New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 27th day of May, 2004, by and among Medidata Solutions, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and the investors listed under the heading “Investors” on the signature pages hereto, including the investors of the Series D Preferred Stock (as defined below) (the “Series D Investors”) and any other investor who from time to time becomes a party to this Agreement by execution of a Joinder Agreement in substantially the form attached as Exhibit I hereto (each, an “Investor” and collectively, the “Investors”).
MEDIDATA SOLUTIONS, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 3rd, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • July 1st, 2010 • Medidata Solutions, Inc. • Services-prepackaged software
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of the Second Loan Modification Effective Date, by and between (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) MEDIDATA SOLUTIONS, INC., a Delaware corporation with offices located at 79 Fifth Avenue, 8th Floor, New York, New York 10003 (“Solutions”) and MEDIDATA FT, INC. (formerly known as Fast Track Systems, Inc.), a California corporation with offices located at 20 Ash Street, Suite 330, Conshohocken, Pennsylvania 19428 (“FT”, and together with Solutions, individually and collectively, the “Borrower”).
MEDIDATA SOLUTIONS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 3rd, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
January 3, 2013 Lineene Krasnow c/o Medidata Solutions, Inc. New York, NY 10003 Dear Lineene:Medidata Solutions, Inc. • January 7th, 2013 • Services-prepackaged software • New York
This Letter Agreement incorporating the annexed General Release (collectively sometimes referred to as the “Agreement”) contains the terms and conditions applicable to your separation from employment with Medidata Solutions, Inc. or any applicable subsidiary thereof (the “Company”) and is in full settlement of all claims you now have or may have against the Company. Your last day of employment with the Company is June 30, 2013 (the “Termination Date”), although your last day in your current role will be Thursday, February 28, 2013. You will no longer carry out any active duties or come to the office beginning on Friday, March 1, 2013.
SECOND AMENDMENT OF LEASEOf Lease • February 25th, 2014 • Medidata Solutions, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT OF LEASE, dated as of the 6th day of December, 2013 (this “Agreement”), made by and between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and MEDIDATA SOLUTIONS, INC., a Delaware corporation, having an address at 350 Hudson Street, New York, New York 10014 (“Tenant”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
This STOCK REPURCHASE AGREEMENT (this “Agreement”), dated as of October 2, 2007, is by and among Medidata Solutions, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Annex I attached hereto (the “Stockholders”).
STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc.Office Lease • March 23rd, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
Agreement of Lease, made as of this 23rd day of September in the year 2003, between A&R Kalimian Realty, L.P. party of the first part, hereinafter referred to as OWNER, and Medidata Solutions, Inc., party of the second part, hereinafter referred to as TENANT,
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 3rd, 2013 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
FORM OF MEDIDATA SOLUTIONS, INC. LONG-TERM PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 3rd, 2013 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 1st, 2017 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware
AGREEMENT made as of the [DAY] day of [MONTH], [YEAR], by and between MEDIDATA SOLUTIONS, INC. (the “Company”), and [PARTICIPANT] (the “Participant”).
